SunPower Inc. 8-K

What Happened
SunPower Inc. announced it completed the acquisition of all outstanding stock of Cobalt Power Systems, Inc. The Share Purchase Agreement was dated January 30, 2026, and the closing occurred on February 2, 2026. At closing SunPower issued 1.8 million shares of its common stock to Cobalt’s stockholders and agreed to issue additional equity and employee awards after closing.

Key Details

• Closing consideration: 1,800,000 shares of SunPower common stock issued at closing.
• Post-closing contingent stock: agreements to issue $3.33 million of Common Stock on the 12‑month anniversary and $3.33 million on the 18‑month anniversary (total ~$6.66M in value), with the actual number of shares determined by a five‑day trailing VWAP prior to each issuance.
• Employee awards: up to $2.0 million of restricted stock units for continuing Cobalt employees, plus 850,000 RSUs as inducement grants to certain key employees.
• Share registration and indemnities: SunPower agreed to register the Closing and Post‑Closing shares for resale (registration statement to be filed no later than 20 days after the company files its 2025 Form 10‑K). The purchase agreement contains customary reps, covenants and indemnities, with indemnity recoveries primarily set off against the Post‑Closing Consideration Shares and subject to customary caps/deductibles.

Why It Matters
This 8‑K reports a strategic acquisition paid largely in SunPower stock plus contingent equity and RSUs, which can affect share count and dilution over the next 18 months as contingent shares and RSUs vest or are issued. Investors should note the immediate issuance of 1.8M shares, additional potential equity issuances tied to VWAP and adjustments, and the planned registration filing that will enable resale of those shares. The indemnity setoff provision means some contingent shares could be reduced if indemnifiable claims arise.